Corporate Governance

In view of the Company's listing on Euronext, the Directors have given consideration to the Combined Code and applied it where appropriate given the scope and size of the Company.

The Board of Directors

The Board comprises both Executive and Non-Executive Directors. The Board meets regularly making all major decisions affecting the Company. The Board has in place an organisational structure with clearly defined areas of responsibility providing for the delegation of authority to executive management and duly appointed committees of the Board. The Board includes Non-Executive Directors who bring strong independent judgement and valuable knowledge and experience to the Board's deliberations.

All Directors have access to the Company Secretary and through him to such legal advice they may require.

Committees

The Board has constituted two main committees with clearly defined terms of reference.

Audit Committee

This Committee comprises Dr J E Haag and Mr B Ramler. The terms of reference cover matters including financial reporting, accounting policies, the Company's internal financial control and the appointment of an external auditor. The Audit Committee meets at such times as it is deemed necessary.

Remuneration Committee

This Committee comprises Mr B Ramler and Dr J E Haag. The terms of reference cover matters including the approval and alterations to the terms of appointment of the Executive Directors.

Internal Controls

The Directors are responsible for ensuring that the Group maintains a system of internal controls to provide them with reasonable assurance regarding the reliability of financial information used within the business and for publication and that assets are safeguarded. Internal control systems are designed to meet the particular needs of the Group and to provide protection against the risks to which it is exposed, and by their nature can provide reasonable, but not absolute, assurance against material misstatements or loss.

The Directors consider that the internal controls are appropriate given the size and scope of the Company's activities. However, the system is kept under ongoing review and appropriate changes to the system of internal control will be made in line with the development of the business.